DIR-OP:95
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of July 1, 1995, between
ENVIROSOURCE, INC. (the "Corporation") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the
"Optionee"), who is a Director of the Corporation.
1. Shares Subject to Option. Pursuant to the provisions of the
EnviroSource, Inc. Stock Option Plan for Non-Affiliate Directors, adopted by
the Board of Directors of the Corporation as of January 1, 1995 (the
"Plan"), the Corporation hereby grants to the Optionee a Stock Option to
purchase 16,216 shares of the Common Stock (par value $.05 per share) of
the Corporation (the "Optioned Shares") at a price equal to $3.70 per
share. The Optionee acknowledges receipt of a copy of the Plan, all terms
and conditions of which are incorporated herein by reference.
2. Term and Exercise of Option. The Stock Option hereby granted (the
"Option"), subject to the conditions set forth in Section 3 hereof, shall
become exercisable in full on January 1, 1996, and shall expire and may
not be exercised after the expiration of ten years from the date hereof.
The Option may be exercised from time to time in whole or in part by
giving written notice to the Corporation, which notice shall include the
date, the number of shares as to which the Option is then being exercised
and the aggregate purchase price of such shares. At the time of exercise
of the Option in whole or in part, the aggregate option price of the
shares purchased pursuant thereto shall be paid in full at the principal
office of the Corporation by payment of the full purchase price in cash.
The Corporation, upon receipt of such option price, will cause
certificates for such shares to be delivered to the person entitled
thereto, registered in the name of the person or persons so exercising the
Option and, if deemed necessary by counsel to the Corporation, legended
pursuant to paragraph 3 hereof. In addition, the Corporation shall have
the right to require a cash payment upon the exercise of the Option in
connection with any obligation of the Corporation to withhold taxes.
This Agreement shall not be construed as giving the Optionee any
right to be retained as a Director of the Corporation or to be employed by
the Corporation or any subsidiary.
3. Conditions to Exercise. Exercise of the Option as hereinabove
provided shall be subject to the following express conditions precedent:
(a) The Optionee shall have remained continuously as a member of
the Board of Directors of the Corporation from the date of grant of
the Option ("Granting Date") until the date of exercise thereof
except that (i) in the event of the death of the Optionee after the
Granting Date and while a Director of the Corporation, or within
three months after the termination of his services as a Director
either as a result of a vote of stockholders or otherwise, the
Option may be exercised (to the extent that the Optionee was
entitled to do so at the date of his death) at any time within one
year after his death by the executors or administrators of the
Optionee or by any person who shall have acquired the Option from
the Optionee by bequest of inheritance, and (ii) in the event of
the termination (otherwise than by reason of death) after the
Granting Date of the Optionee's service as a Director either as a
result of a vote of stockholders or otherwise the Option may be
exercised (to the extent the Optionee was entitled to do so at the
termination of his service as a Director) at any time within three
months after such termination but not thereafter; provided, however,
that in no event may the Option be exercised after the expiration
of the term of the Option.
(b) Unless a registration statement under the Securities Act of
1933, as amended, shall at the time of exercise of the Option be in
effect with respect to the Optioned Shares, the Optionee shall have
delivered to the Corporation such assurances as the Corporation may
reasonably request that the Optioned Shares are being acquired in
accordance with the terms of an applicable exemption from the
registration requirements of such Act.
(c) If the shares of Common Stock of the Corporation or other
securities issuable upon exercise of the Option are then listed on
any securities exchange, such shares shall have been authorized for
listing on such exchange on official notice of issuance.
4. Option Non-Transferable. This Option may not be transferred by
the Optionee otherwise than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the Optionee only by
him.
5. Adjustment of Option Price and Number of Optioned Shares. If the
outstanding securities of the class then subject to this Option are
increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, upon
proper authorization of the Board of Directors, an appropriate and
proportionate adjustment shall be made in the number and type of Optional
Shares.
6. Investment Covenant. The Optionee represents, covenants and
agrees that, unless the Optioned Shares shall have been registered under the
Securities Act of 1933, as amended, or other Federal or state statutes in
effect at the time of purchase, such Optioned Shares will be acquired by the
Optionee for investment for his own account and not with a view to
distribution and agrees to execute such other and further instruments as may
be required to evidence such investment intent.
7. Right of Cancellation. Notwithstanding the foregoing provisions
of this Agreement, this Option may be canceled by the Board of Directors at
any time prior to the exercise thereof if the Board determines that the
Optionee has at any time prior to, or after, the date hereof intentionally
committed an act materially inimical to the interests of the Corporation or
of any subsidiary of the Corporation.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed
this Agreement in duplicate as of the date first above written.
ENVIROSOURCE, INC.
ATTEST:
/s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Optionee
DIR-OP:95
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of JuLy 1, 1995, between
ENVIROSOURCE, INC. (the "Corporation") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (the
"Optionee"), who is a Director of the Corporation.
1. Shares Subject to Option. Pursuant to the provisions of the
EnviroSource, Inc. Stock Option Plan for Non-Affiliate Directors, adopted by
the Board of Directors of the Corporation as of January 1, 1995 (the "Plan"),
the Corporation hereby grants to the Optionee a Stock Option to purchase
16,216 shares of the Common Stock (par value $.05 per share) of the
Corporation (the "Optioned Shares") at a price equal to $3.70 per share. The
Optionee acknowledges receipt of a copy of the Plan, all terms and
conditions of which are incorporated herein by reference.
2. Term and Exercise of Option. The Stock Option hereby granted (the
"Option"), subject to the conditions set forth in Section 3 hereof, shall
become exercisable in full on January 1, 1996, and shall expire and may not
be exercised after the expiration of ten years from the date hereof. The
Option may be exercised from time to time in whole or in part by giving
written notice to the Corporation, which notice shall include the date,
the number of shares as to which the Option is then being exercised and
the aggregate purchase price of such shares. At the time of exercise of
the Option in whole or in part, the aggregate option price of the shares
purchased pursuant thereto shall be paid in full at the principal office
of the Corporation by payment of the full purchase price in cash.
The Corporation, upon receipt of such option price, will cause
certificates for such shares to be delivered to the person entitled thereto,
registered in the name of the person or persons so exercising the Option and,
if deemed necessary by counsel to the Corporation, legended pursuant to
paragraph 3 hereof. In addition, the Corporation shall have the right to
require a cash payment upon the exercise of the Option in connection with any
obligation of the Corporation to withhold taxes.
This Agreement shall not be construed as giving the Optionee any right
to be retained as a Director of the Corporation or to be employed by the
Corporation or any subsidiary.
3. Conditions to Exercise. Exercise of the Option as hereinabove
provided shall be subject to the following express conditions precedent:
(a) The Optionee shall have remained continuously as a member of
the Board of Directors of the Corporation from the date of grant of
the Option ("Granting Date") until the date of exercise thereof
except that (i) in the event of the death of the Optionee after the
Granting Date and while a Director of the Corporation, or within
three months after the termination of his services as a Director
either as a result of a vote of stockholders or otherwise, the
Option may be exercised (to the extent that the Optionee was
entitled to do so at the date of his death) at any time within one
year after his death by the executors or administrators of the
Optionee or by any person who shall have acquired the Option from
the Optionee by bequest of inheritance, and (ii) in the event of
the termination (otherwise than by reason of death) after the
Granting Date of the Optionee's service as a Director either as a
result of a vote of stockholders or otherwise the Option may be
exercised (to the extent the Optionee was entitled to do so at the
termination of his service as a Director) at any time within three
months after such termination but not thereafter; provided, however,
that in no event may the Option be exercised after the expiration of
the term of the Option.
(b) Unless a registration statement under the Securities Act of
1933, as amended, shall at the time of exercise of the Option be in
effect with respect to the Optioned Shares, the Optionee shall have
delivered to the Corporation such assurances as the Corporation may
reasonably request that the Optioned Shares are being acquired in
accordance with the terms of an applicable exemption from the
registration requirements of such Act.
(c) If the shares of Common Stock of the Corporation or other
securities issuable upon exercise of the Option are then listed
on any securities exchange, such shares shall have been authorized
for listing on such exchange on official notice of issuance.
4. Option Non-Transferable. This Option may not be transferred by
the Optionee otherwise than by will or by the laws of descent and
distribution and may be exercised during the lifetime of the Optionee only by
him.
5. Adjustment of Option Price and Number of Optioned Shares. If the
outstanding securities of the class then subject to this Option are
increased, decreased, changed into or exchanged for a different number or
kind of shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, upon
proper authorization of the Board of Directors, an appropriate and
proportionate adjustment shall be made in the number and type of Optional
Shares.
6. Investment Covenant. The Optionee represents, covenants and
agrees that, unless the Optioned Shares shall have been registered under the
Securities Act of 1933, as amended, or other Federal or state statutes in
effect at the time of purchase, such Optioned Shares will be acquired by the
Optionee for investment for his own account and not with a view to
distribution and agrees to execute such other and further instruments as may
be required to evidence such investment intent.
7. Right of Cancellation. Notwithstanding the foregoing provisions
of this Agreement, this Option may be canceled by the Board of Directors at
any time prior to the exercise thereof if the Board determines that the
Optionee has at any time prior to, or after, the date hereof intentionally
committed an act materially inimical to the interests of the Corporation or
of any subsidiary of the Corporation.
IN WITNESS WHEREOF, the Corporation and the Optionee have executed
this Agreement in duplicate as of the date first above written.
ENVIROSOURCE, INC.
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Optionee